EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

ANTHONY L.G., PLLC

 

LAURA ANTHONY, ESQ WWW.ANTHONYPLLC.COM
JOHN CACOMANOLIS, ESQ* WWW.SECURITIESLAWBLOG.COM
CHAD FRIEND, ESQ, LLM WWW.LAWCAST.COM
SVETLANA ROVENSKAYA, ESQ**  
   
OF COUNSEL:  
JESSICA HAGGARD, ESQ. *** DIRECT E-MAIL:
MICHAEL R. GEROE, ESQ, CIPP/US**** LANTHONY@ANTHONYPLLC.COM
CRAIG D. LINDER, ESQ*****  
PETER P. LINDLEY, ESQ, CPA, MBA  
JOHN LOWY, ESQ.******  
STUART REED, ESQ  
LAZ ROTHSTEIN, ESQ.  
HARRIS TULCHIN, ESQ. *******  

 

*licensed in FL and NY

**licensed in NY and NJ

***licensed in Missouri

****licensed in CA, DC, MO and NY

*****licensed in CA, FL and NY

******licensed in NY and NJ

*******licensed in CA and HI (inactive in HI)

 

September 5, 2023

 

Reliance Global Group, Inc.

300 Blvd. of the Americas, Suite 105

Lakewood, NJ 08701

 

Re: Reliance Global, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-262445)

 

Ladies and Gentlemen:

 

I have acted as counsel to Reliance Global Group, Inc., a Florida corporation (the “Company”), in connection with the Company’s registration statement on Form S-1, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and resale by selling stockholders of up to 1,166,667 shares of common stock of the Company (the “Shares”) issued and issuable by the Company upon full exercise of the Company’s Series B Warrants (“Warrants”) issued to the selling stockholders. The Shares were issued pursuant to the Company’s Securities Purchase Agreement and issuable pursuant to the terms of the Warrants.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the form of prospectus included therein and the documents incorporated by reference therein, (ii) the Company’s articles of incorporation, as amended to date, (iii) the Company’s by-laws, as amended to date, and (iv) certain resolutions of the Board of Directors of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate, and we have made such investigations of law as we have deemed appropriate as a basis for the opinions expressed below.

 

In rendering the opinions expressed below, we have assumed and have not verified (i) the genuineness of the signatures on all documents that I have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals and (iv) the conformity to the authentic originals of all documents supplied to us as certified or photostatic or faxed copies.

 

 

 

 

We express no opinion herein as to the laws of any state or jurisdiction other than the laws of the State of Florida and the federal laws of the United States of America.

 

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

 

Based upon and subject to the foregoing and subject also to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the aforementioned Securities Purchase Agreement, will be validly issued, fully paid and nonassessable.

 

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and further consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Sincerely yours,

 

/s/ Laura E. Anthony  
Laura E. Anthony,  
For the Firm  

 

1700 PALM BEACH LAKES BLVD., SUITE 820 WEST PALM BEACH, FLORIDA 33401 ● PHONE: 561-514-0936 FAX 561-514-0832